Seller Adjustment definition

Seller Adjustment shall have the meaning set forth in Section 4.3(c).
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Seller Adjustment shall have the meaning set forth in the Receivables Purchase Agreement.
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Seller Adjustment has the meaning set forth in Section 2.3(d)(i).
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Examples of Seller Adjustment in a sentence

  • Any Seller Adjustment Amount will be paid to Seller Parent by Purchaser Parent within three (3) days following the determination of the Net Asset Value at Closing by delivery of a check to Seller Parent in an amount equal to the lesser of (a) the amount of the Seller Adjustment Amount and (b) $3,000,000 (or such higher amount as Seller Parent and Purchaser Parent may mutually agree as provided above).

  • The Parties agree that the allocation of the Purchase Price set forth in Schedule 2.1 among the assets of the Transferred Subsidiary and the Local Assets (net of the Local Liabilities) shall be adjusted to appropriately account for any Purchaser Adjustment Payment or Seller Adjustment Payment in a manner consistent with the allocation of the Purchase Price set forth in Schedule 2.1 taking into account the nature of the adjustments.

  • If, on or prior to such 30th day (or the Business Day immediately succeeding such 30th day, as applicable), a Seller shall make a Seller Adjustment Payment in respect of any such Ineligible Receivable, then the Company shall have no further remedy against such Seller in respect of the Ineligibility Event with respect to such Receivable.

  • If the Seller Adjustment Amount is greater than the Purchaser Adjustment Amount and such difference is greater than five hundred thousand US dollars (USD 500,000), the Seller shall pay the Purchaser the amount of the difference in excess of five hundred thousand US dollars (USD 500,000).

  • If the Purchaser Adjustment Amount is greater than the Seller Adjustment Amount, the Purchaser shall have no obligation to pay the Seller any such difference.

  • In connection therewith, Seller Parent shall provide Purchaser Parent all information reasonably necessary for Purchaser Parent to evaluate Seller Parent’s proposal and Seller Parent and Purchaser Parent shall mutually agree upon any adjustment to the Seller Adjustment Amount, if any.

  • Any payment by any Seller pursuant to this Section 2.06(a) is referred to as a "Seller Adjustment Payment".

  • Any payment by such Seller pursuant to this subsection 2.06(a) is referred to as a "Seller Adjustment Payment".

  • If the Estimated Adjustment Amount is (x) less than the Closing Adjustment Amount, then the Buyer shall pay to Seller an amount equal to such shortfall (the "Buyer Adjustment") or (y) greater than the Closing Adjustment Amount, then Seller shall pay to Buyer an amount equal to such excess (the "Seller Adjustment").

  • By: Name: Title: 20 SCHEDULE 1 — Indemnity Seller Payment Transaction Percentage of the Sellers and the Optionholders Indemnity Seller Adjustment Amount Transaction Payment Transaction Seller and Optionholder Percentage2 Percentage3 Total 100 % 2 Note to Draft: Fully diluted percentage.

Related to Seller Adjustment

  • SOFR Adjustment means 0.10% (10 basis points).

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Adjustment Time means 12:01 a.m. Eastern Time on the Closing Date.

  • SOFR Adjustment Conforming Changes means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • Lot line adjustment means the relocation of the property boundary line in a

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.